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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For
the transition period from to
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Commission file number: 0-23948
BOYD BROS. TRANSPORTATION INC. 401(K) PROFIT SHARING PLAN
(the "Plan")
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(Full title of the Plan)
BOYD BROS. TRANSPORTATION INC.
3275 Highway 30, Clayton, Alabama 36016
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(Name of issuer of the securities held pursuant to
the Plan and the address of its principal executive office)
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
TABLE OF CONTENTS
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<TABLE>
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REQUIRED INFORMATION PAGE
<S> <C> <C>
Financial Statements and Exhibits
A) The following financial statements and schedules are being filed
pursuant to the Required Information to Form 11-K:
1) Report of Independent Auditors 3
2) Statements of Net Assets Available for Benefits - 4
December 31, 1998 and 1997
3) Statements of Changes in Net Assets Available for Benefits - 5
December 31, 1998 and 1997
4) Notes to Financial Statements 6-9
5) Schedules
a) Assets Held for Investment Purposes - 10
December 31, 1998
b) Schedule of Reportable Transactions - 11
Year Ended December 31, 1998
Schedules required under the Employee Retirement Income
Security Act of 1974, other than the schedules listed above,
are omitted because of the absence of conditions under
which they are required.
Signatures 12
B) The following exhibit is filed as part of this annual report:
Exhibit No. 23 ..... Consent of Independent Auditors
</TABLE>
2
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INDEPENDENT AUDITORS' REPORT
Boyd Bros. Transportation Inc.
401(K) Profit Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of Boyd Bros. Transportation Inc. 401(K) Profit Sharing Plan as of December 31,
1998 and 1997, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1998
and 1997, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1998 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic 1998 financial
statements taken as a whole.
Deloitte & Touche LLP
Birmingham, Alabama
June 1, 1999
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
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<TABLE>
<CAPTION>
1998 1997
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ASSETS
Investments at fair value:
Common stock $ 683,081 $ 680,235
Mutual funds 3,347,690 2,741,758
Real estate 320,000 320,000
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Total investments 4,350,771 3,741,993
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Contributions receivable:
Employer 3,583 4,737
Employee 9,547 6,568
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Total contributions receivable 13,130 11,305
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TOTAL 4,363,901 3,753,298
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LIABILITIES
Miscellaneous payables 506
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NET ASSETS AVAILABLE FOR BENEFITS $4,363,901 $3,752,792
========== ==========
</TABLE>
See notes to financial statements.
4
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
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<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ADDITIONS:
Net appreciation (depreciation) in fair
value of investments $ (111,202) $ 482,634
Interest and dividends 289,069 171,578
Employer contributions 264,337 215,947
Employee contributions 695,112 511,979
Rollover contributions 35,966 8,976
Rental income 4,275 2,850
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Total additions 1,177,557 1,393,964
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DEDUCTIONS:
Distributions to participants 540,192 776,682
Administrative expenses 26,256 20,249
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Total deductions 566,448 796,931
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NET INCREASE 611,109 597,033
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 3,752,792 3,155,759
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END OF YEAR $ 4,363,901 $3,752,792
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</TABLE>
See notes to financial statements.
5
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The financial statements of Boyd Bros.
Transportation Inc. 401(K) Profit Sharing Plan (the "Plan") have been
prepared on the accrual basis of accounting.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, and changes therein and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are
stated at fair value. Shares of registered investment companies are valued
at quoted market prices which represent the net asset value of shares held
by the Plan at year-end. Boyd Bros. Transportation Inc. (the "Sponsor")
stock is valued at its quoted market price. Real estate is valued at
estimated fair value.
Purchases and sales of securities are recorded on the trade date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
EXPENSES - Substantially all administrative expenses are paid by the
Sponsor. In addition, the Sponsor furnishes operating space, equipment,
supplies and other services. The annual fund expenses charged by the
recordkeeper are paid by the participants and the Sponsor.
BENEFITS PAYABLE - As of December 31, 1998 and 1997, net assets available
for benefits included benefits of $443,415 and $378,631, respectively, due
to participants who have withdrawn from participation in the Plan.
2. PLAN DESCRIPTION AND FUNDING POLICY
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the Plan document
for more complete information.
GENERAL - The Plan was established January 1, 1984 to provide retirement
savings to the employees of the Sponsor and their beneficiaries. The Plan
was most recently amended in its entirety October 1, 1996.
The administrator of the Plan is the Sponsor. AmSouth Bank of Alabama is
the trustee and recordkeeper.
PARTICIPATION - All full-time employees who have completed one year of
service and who are at least 21 years of age are eligible for
participation in the Plan. Participants may contribute to the Plan through
voluntary pre-tax payroll deductions, not exceeding 15% of their salary.
Sponsor contributions are discretionary and, if made, will be based on a
percentage of the participant's contributions for the plan year.
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INCOME ALLOCATION - Investment earnings are allocated to individual
participant accounts on a daily basis. Sponsor contributions are allocated
in the ratio that each participant's compensation for the plan year bears
to the compensation of all participants for the plan year.
VESTING - The value of a participant's account arising from voluntary
payroll contributions is fully vested at all times. The vesting percentage
of the Sponsor's contributions is determined based upon the individual's
years of service as follows:
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2 Years 20%
3 Years 40%
4 Years 60%
5 Years 80%
6 Years 100%
</TABLE>
A year of service is defined as a minimum of 1,000 hours.
INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may direct
contributions in any of the following investment options:
BOYD BROS. TRANSPORTATION INC. COMMON STOCK - Funds are invested in the
common stock of the Sponsor.
STABLE PRINCIPAL FUND - Funds are invested in the AmSouth Stable
Principal Fund, which is a mutual fund consisting primarily of high
grade corporate and U.S. Government bonds.
BALANCED FUND - Funds are invested in the AmSouth Balanced Fund, which
is a mutual fund consisting primarily of stocks and bonds.
EQUITY FUND - Funds are invested in the AmSouth Equity Fund, which is a
mutual fund consisting primarily of common stocks.
BOND FUND - Funds are invested in the AmSouth Bond Fund, which is a
mutual fund consisting primarily of high grade bonds.
PRIME OBLIGATION FUND - The AmSouth Prime Obligation Fund is a money
market mutual fund where funds are temporarily invested until
investment and disbursement transactions are processed and cleared.
PAYMENT OF BENEFITS - A participant's account is distributed upon
retirement, disability, death or termination of employment.
3. TAX STATUS
The Sponsor has adopted a prototype standardized plan. The Internal
Revenue Service has determined and informed AmSouth Bank by letter dated
January 21, 1993, that the prototype plan is designed in accordance with
applicable sections of the Internal Revenue Code (the "IRC"). The Plan
itself has not filed for a determination letter. However, the plan
administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable provisions of the IRC.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
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4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Sponsor has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). In the event of Plan termination,
participants will become 100% vested in their accounts.
5. INVESTMENTS
The following table presents the fair value of investments. Those that
represent 5% or more of the net assets of the Plan are separately
identified:
<TABLE>
<CAPTION>
1998 1997
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Common stock (at quoted market prices) -
Boyd Bros. Transportation Inc. $ 683,081 $ 680,235
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Mutual funds (at quoted market prices):
AmSouth Stable Principal Fund 516,896 409,294
AmSouth Balanced Fund 778,748 692,625
AmSouth Equity Fund 1,894,901 1,515,955
AmSouth Bond Fund 157,145 123,884
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Total mutual funds 3,347,690 2,741,758
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Real estate - land and buildings (at
estimated fair value) 320,000 320,000
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Total investments $4,350,771 $3,741,993
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</TABLE>
During 1998 and 1997, the Plan's investments (including investments bought
or sold, as well as held during the year) appreciated (depreciated) in
value, as follows:
<TABLE>
<CAPTION>
1998 1997
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Investments at fair value as determined
by quoted market prices:
Common stock $(229,117) $107,531
AmSouth Stable Principal Fund 23,819 25,471
AmSouth Balanced Fund 12,100 61,115
AmSouth Equity Fund 79,255 285,099
AmSouth Bond Fund 2,741 3,418
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Total $(111,202) $482,634
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</TABLE>
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6. FUND INFORMATION
The following is a summary of interest and dividends, contributions and
distributions to participants for each investment fund option.
<TABLE>
<CAPTION>
1998 1997
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Interest and dividends:
AmSouth Balanced Fund $ 80,535 $ 65,651
AmSouth Equity Fund 198,935 97,382
AmSouth Bond Fund 9,599 8,545
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Total $289,069 $171,578
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Employer contributions -
Common stock $264,337 $215,947
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Employee contributions:
Common stock $ 73,147 $ 52,493
AmSouth Stable Principal Fund 178,093 95,099
AmSouth Balanced Fund 128,922 112,884
AmSouth Equity Fund 276,385 218,821
AmSouth Bond Fund 38,565 32,682
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Total $695,112 $511,979
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Employee rollovers:
Common stock $ 2,333 $ 1,233
AmSouth Stable Principal Fund 11,808 1,471
AmSouth Balanced Fund 165 3,017
AmSouth Equity Fund 21,660 3,054
AmSouth Bond Fund 201
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$ 35,966 $ 8,976
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Distributions to participants:
Common stock $ 84,790 $ 90,632
AmSouth Stable Principal Fund 98,739 195,713
AmSouth Balanced Fund 108,190 153,995
AmSouth Equity Fund 230,599 272,371
AmSouth Bond Fund 17,874 63,971
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Total $540,192 $776,682
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</TABLE>
7. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by AmSouth
Bank of Alabama, the trustee as defined by the Plan. Therefore, these
transactions qualify as party-in-interest. Fees paid by the Plan for the
investment management services amounted to $26,256 and $20,249 for the
years ended December 31, 1998 and 1997, respectively.
The Plan also holds shares of the Sponsor's common stock (118,237 and
87,570 shares at December 31, 1998 and 1997, respectively). These
transactions qualify as party-in-interest.
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
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<TABLE>
<CAPTION>
C. DESCRIPTION OF INVESTMENT
A. B. IDENTITY OF ISSUE, INCLUDING MATURITY DATE,
BORROWER, LESSOR, OR RATE OF INTEREST, COLLATERAL, E. CURRENT
SIMILAR PARTY PAR OR MATURITY VALUE D. COST VALUE
<S> <C> <C> <C> <C>
Common stock -
* Boyd Bros. Transportation Inc. 118,237 shares $ 915,822 $ 683,081
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AmSouth Bank Mutual Funds:
* AmSouth Stable Principal Fund 37,728 units 475,223 516,896
* AmSouth Balanced Fund 53,084 units 740,683 778,748
* AmSouth Equity Fund 80,123 units 1,632,398 1,894,901
* AmSouth Bond Fund 14,006 units 151,212 157,145
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Total mutual funds 2,999,516 3,347,690
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Real Estate Land and buildings 310,500 320,000
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Total $4,225,838 $4,350,771
========== ==========
* Party-in-interest
</TABLE>
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BOYD BROS. TRANSPORTATION INC.
401(K) PROFIT SHARING PLAN
ITEM 27(D) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
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<TABLE>
<CAPTION>
G. COST OF H. CURRENT VALUE
A. IDENTITY OF B. DESCRIPTION C. PURCHASE D. SELLING ASSET OF ASSET ON I. NET GAIN
PARTY INVOLVED OF ASSET PRICE PRICE SOLD TRANSACTION DATE OR (LOSS)
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Boyd Bros. Common stock
Transportation, Inc.
(110 Acquisitions) $310,295 $ 310,295
AmSouth Bank AmSouth Balanced Fund
(121 Acquisitions) 224,099 224,099
AmSouth Bank AmSouth Equity Fund
(123 Acquisitions) 526,233 526,233
(33 Dispositions) $226,552 $182,657 226,552 $43,895
AmSouth Bank AmSouth Stable Principal Fund
(113 Acquisitions) 199,726 199,726
</TABLE>
11
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on their behalf
by the undersigned hereunto duly authorized.
BOYD BROS. TRANSPORTATION INC.
401(k) PROFIT SHARING PLAN
By: Boyd Bros. Transportation Inc.
As Plan Administrator
Date: June 29, 1999 By: /s/ Gail Cooper
---------------------------
Name: Gail Cooper
-------------------------
Title: Secretary
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FORM 11-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO.
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23 Consent of Independent Auditors
</TABLE>
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-83768 of Boyd Bros. Transportation Inc. on Form S-8 of our report dated June
1, 1999, appearing in this Annual Report on Form 11-K of Boyd Bros.
Transportation Inc. 401 (K) Profit Sharing Plan for the year ended December 31,
1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Birmingham, Alabama
June 28, 1999
